NOTICE OF 20192021 ANNUAL GENERAL MEETING

Friday, April 26, 2019Virtual Meeting Only – No Physical Meeting Location

Wednesday, May 12, 2021

8:0030 a.m. (GMT)(EDT)

The 20192021 Annual General Meeting (the “AGM”) of Shareholders of Perrigo Company plc (“the Company” or “Perrigo”) will be held virtually on Friday, April 26, 2019Wednesday, May 12, 2021 at 8:0030 a.m. (GMT)(EDT) (1:30 p.m. (Irish Time)) via a live webcast. Please visit www.proxydocs.com/PRGO for more details.

Given the ongoing public-health crisis caused by the coronavirus (COVID-19) pandemic, related governmental and private sector actions, and the importance of safeguarding the health and well-being of our employees and shareholders; we will be conducting this year’s AGM in a virtual format only, via live webcast over the internet. We have designed the virtual AGM to provide the same rights and opportunities to participate as shareholders would have at The Westin Dublin, College Green, Westmoreland Street, Dublin 2, Ireland, The Guinea Room, to:an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. You may virtually join the AGM and vote and submit your questions during the meeting by visiting www.proxydocs.com/PRGO and following the instructions.

Meeting Agenda:

Proposals 1 – 4 and 6 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the meeting. ProposalsProposal 5 and 7 areis a special resolutionsresolution requiring the approval of not less than 75% of the votes cast. All proposals are more fully described in this Proxy Statement.

In addition to the above proposals, the business of the AGM shall include the consideration of the Company’s Irish Statutory Financial Statements for the fiscal year ended December 31, 2018,2020, along with the related directors’ and auditor’s reports and a review of the Company’s affairs.

If you plan on attendingwish to join the meeting,virtual AGM, you may obtain admission tickets atmust be a shareholder as of the registration desk immediately record date, March 15, 2021. To participate in the AGM virtually via the Internet, please visit www.proxydocs.com/PRGO and register in advance prior to the deadline of May 10, 2021 at 5:00 p.m. (U. S. Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the virtual meeting and to submit questions during the virtual meeting. Shareholders whoseYou may vote and will be able to ask questions and hear responses to questions during the AGM by following the instructions available on the

meeting website during the meeting. If you hold your shares are registered in the name ofthrough a broker, bank or other nominee should bring proofin “street name” (instead of as a registered holder) and you wish to participate and vote during the AGM, you will receive instructions from your broker, bank or certificate of ownershipother nominee that you must follow to the meeting.

While all shareholders are invitedparticipate and for your shares to attend the meeting, onlybe voted. Only shareholders of record on February 26, 2019March 15, 2021 may vote on the matters to be acted upon at the meeting. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership are available at www.proxydocs.com/PRGO.

Your vote is important. Please consider the issues presented in this Proxy Statement and vote your shares as soon as possible. To do so, you should promptly sign, date and return the enclosed proxy card or proxy voting instruction form or vote by telephone or Internet following the instructions on the proxy card or instruction form.

A shareholder entitled to attend and vote at the virtual AGM is entitled, using the form provided (or the form in section 184 of the Irish Companies Act 2014), to appoint one or more proxies to attend, speakask questions and vote instead of him or her at the virtual AGM. A proxy need not be a shareholder of record.

By order of the Board of Directors

Todd W. Kingma

Executive Vice President, General Counsel

and Company Secretary

March 14, 2019[April    , 2021]

Perrigo Company plc

Proxy Statement

Table of Contents

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 14, 2019.[April , 2021].

i  2021 Proxy Statement

Proxy Summary

Here are highlights of important information you will find in this proxy statement. As this is only a summary, we encourage you to review the complete proxy statement before you vote.

Our Virtual Annual Meeting

Logistics

Proposals

Governance

i

Executive Transition/Succession Planning

Richard Sorota was appointed Executive Vice President, President, Consumer Health Care Americas in March 2020, following the announced retirement of Jeffrey R. Needham.

2020 Performance Update¹

In fiscal year 2020, management and the Board of Directors took decisive action and made significant progress in its three-year plan to transform Perrigo into a consumer Self-Care market leader. Some of our highlights include:

ii¹ See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

² Adjusted net sales excludes the 2019 net sales from the divested animal health business when the business was classified as held-for-sale and reverses certain product returns relating to the voluntary global market withdrawal of ranitidine in the third quarter of 2019.

³ Net sales growth excluding currency and divested businesses excludes the 2019 net sales from the divested animal health business when the business was classified as held-for-sale, reverses certain product returns relating to the voluntary global market withdrawal of ranitidine in the third quarter of 2019, excludes 2019 net sales from the divested animal health business before the business was classified as held-for-sale, excludes 2019 net sales from the Rosemont Pharmaceuticals business, excludes 2019 net sales from the Canoderm prescription product, and are on a constant currency basis.

⁴ Organic net sales growth excludes net sales from the 2020 acquisition of the Oral Care Assets purchased from High Ridge Brands from CSCA and CSCI, excludes net sales from the 2020 Eastern European Brands acquisition from CSCI, and Ranir net sales through the second quarter of 2020 from CSCA and CSCI.

iii  2021 Proxy Statement

Compensation

Executive Compensation Principles

				iv

Program Design

iii

Corporate Governance

General

We manage our business under the direction of our Board of Directors. The Chief Executive Officer (“CEO”) is a member of, and reports directly to, our Board, and members of our executive management team regularly advise our Board on those business segments for which each executive has management responsibility. Our Board is kept informed through discussions with our CEO and other officers, by reviewing materials provided to them, by visiting our offices and by participating in Board and committee meetings.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that are available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Governance Guidelines. The Board may amend these guidelines from time to time. We will mail a copy of these guidelines to any shareholder upon written request to our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or by email at GeneralMeeting@perrigo.com. As part of our ongoing commitment to corporate governance, we periodically review our corporate governance policies and practices for compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of both the U.S. Securities and Exchange Commission (“SEC”) and the NYSE.New York Stock Exchange (“NYSE”).

Code of Conduct

Our Code of Conduct acknowledges that a reputation for ethical, moral and legal business conduct is one of Perrigo’s most valuable assets. In addition to acknowledging special ethical and legal obligations for financial reporting, the Code requires that our employees, officers and directors comply with laws and other legal requirements, adhere to our policies and procedures, avoid conflicts of interest, protect corporate opportunities and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity and in Perrigo’s best interest. Our Code of Conduct is available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Code of Conduct, and we will promptly post any amendments to or waivers of the Code on our website. We will mail a copy of our Code of Conduct to any shareholder upon request to our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at GeneralMeeting@perrigo.com.

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of our directors should meet NYSE independence requirements. A director will not be considered independent unless the Board of Directors determines that the director meets the NYSE independence requirements and has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its most recent annual review of director independence, the Board of Directors has determined that ten of our current elevendirectorselevendirectors are independent, including Bradley A. Alford, Laurie Brlas,Orlando D. Ashford, Rolf A. Classon, Gary M. Cohen,Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Erica L. Mann, Donal O’Connor, Geoffrey M. Parker, and Theodore R. Samuels and Jeffrey C. Smith. The Board has also determined that director nominee Erica L. Mann is independent.Samuels. Murray S. Kessler is not independent under these standards because he is currently serving as an officer of Perrigo.

In making its independence determination, the Board of Directors has broadly considered all relevant facts and circumstances and concluded that there are no material relationships that would impair these directors’ independence.

Board Oversight of Risk

While management is responsible forday-to-day risk management, the Board of Directors is responsible for the overall risk oversight, and the Audit Committee is responsible for the overall framework for the risk assessment and enterprise risk management (“ERM”) process for the Company. The Board’s committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements,statements; the Remuneration Committee is primarily responsible for risk oversight relating to executive compensation and the Company’s compensation policies and practices, along with corporate culture and diversity,diversity; and the Nominating & Governance Committee is primarily responsible for risk oversight relating to corporate governance and cybersecurity, along with sustainability and environmental matters. These committees report to the Board of Directors on risk management matters.

Management periodically presents to the Board of Directors its view of the major risks facing the Company, which may include a dedicated “enterprise risk management” presentation. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is regularly addressed in a wide range of Board discussions, including those related to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, capital allocation and taxation matters), acquisitions, divestitures and consideration of other extraordinary transactions. As part of these discussions, our directors ask questions, offer insights and challenge management to continually improve its risk assessment and management. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role.

Board Leadership

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders.

Our current leadership structure consists of a separate Chairman of the Board and Chief Executive Officer, and strong, active independent directors. The Board believes that the Company and its shareholders are well-served by this leadership structure at this time. In addition, having three independent Board Committees chaired by independent directors provides a formal structure for strong, independent oversight of the President and Chief Executive Officer and the rest of the Company’s management team.

shareholder communications were done virtually due to COVID-19 travel restrictions. We were able to conduct meaningful dialogue with many of our top shareholders, as well as numerous other current and prospective shareholders, on topics such as our business performance and overall corporate strategy, capital allocation, industry and market trends, corporate governance, M&A strategy and executive compensation. Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think about our business and strategy, and we are committed to a continuing dialogue.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy prohibits executive officers and directors of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities and holding Company securities in margin accounts, as well as from pledging Company securities as collateral for a loan. In addition, the policy prohibits Company directors and all employees, including executive officers, from selling Company securities “short”, engaging in “short sales against the box”, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities.

Corporate Social ResponsibilityPolitical and Lobbying Activities and Expenditures

WeGiven the nature and extent of political and lobbying activities by many companies, shareholders are committedoften concerned about how boards oversee these types of activities and expenditures and desire disclosure of related policies and procedures to doing business inthe extent the disclosure does not place the company at a responsible and ethical manner. We have a long history of environmentally sound and efficient operations, safe and healthy working conditions, active

Environmental, Social & Governance (ESG)

Perrigo is committed to doing business in a socially, environmentally and fiscally responsible manner and being transparent with its reporting. That commitment is reflected in our well-established governance (as described above), corporate responsibility and sustainability programs as well as by our board oversight of governance and sustainability. We have self-reported on our ESG impact, goals, and progress in our Corporate Social Responsibility Report since 2013, which is published annually mid-year and can be found under “Corporate Social Responsibility” (CSR) on perrigo.com. Much of the below information can be found in the most recent report, which will be refreshed upon the next publication later this year.

Our Framework: The United Nations Sustainable Development Goals (SDG)

In 2020, Perrigo proudly adopted the United Nations SDGs as a global framework and committed to several specific targets within this framework for our ESG strategy, which are discussed here. More specifically, we committed to targets within Goals 12 and 13 related to the environment, targets within Goals 3 and 4 for education and wellness social impact, and targets within Goals 5 and 10 for diversity and inclusion initiatives. These initiatives are overseen primarily by the Nominating & Governance Committee, which is responsible for risk oversight relating to corporate governance, cybersecurity, sustainability and environmental matters.

While we adopted the UN SDG, we seek to accommodate aspects of other ESG reporting frameworks, including the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-Related

Disclosures (TFCD), and the Carbon Disclosure Project (CDP) standards. We will continue to enhance our reporting consistent with these frameworks.

SUSTAINABILITY AND CLIMATE CHANGE SDG targets 12.2, 12.5, 12.6 and SDG targets 13.2 and 13.3

Perrigo’s commitment to the environment is supported by our global drive to enhance the sustainability of our operations, packaging, and supply chain as highlighted below. We formalized that commitment in 2015 by establishing a corporate sustainability strategy focused on reducing the environmental impact in these areas through 2020. Our performance through 2019 is summarized below. We will provide updated information on 2020 and the next iteration of our sustainable operations strategy and goals later this year in our 2021 CSR report.

Perrigo’s vision is to “make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”. We are proud to save consumers billions of dollars a year on healthcare costs by providing high quality, affordable brands and brand alternatives. But our commitment to making lives better does not end there. We are also dedicated to promoting well-being initiatives for our employees, education and community engagement and giving, diversity and inclusion, and ethical supply chains.

GOOD HEALTH AND WELLBEING SDG targets 3.2, 3.4, and 3.5

Promoting good health and well-being is what we do. Perrigo develops thousands of affordable products that enhance health and well-being, such as nutritional products, diabetes care, and nicotine replacement (supporting SDG goals 3.2, 3.4, and 3.5). However, we go beyond the inherent social benefits of our business model.

The Perrigo Company Charitable Foundation: Established in 2000, the Perrigo Company Charitable Foundation is a private, nonprofit organization wholly funded by Perrigo Company plc. As the philanthropic arm of the company, the Perrigo Foundation supports initiatives that promote investments in healthcare, education, and support services in communities where Perrigo operates. It also makes annual “signature gift” donations, as well as donation matching, scholarship programs, disaster relief, and charitable donations to incent associates to volunteer their own time.

The Perrigo Foundation donated a record $3.25 million in cash across the globe during 2020, with an additional $2.2 million worth of products donated to support COVID relief and other critical needs.

Visit the Corporate Responsibility page on www.perrigo.com to learn more.

Employee Wellness: Launched in 2016, Perrigo’s HEALTHYyou well-being program supports team members and their families in their holistic wellbeing. In addition to offering online tools, healthcare discounts, and a number of other benefits, Perrigo maintains both an onsite fitness and medical center at our largest campus in Allegan, Michigan, while offering fitness center reimbursements for employees not in Allegan.

COVID Response: At the onset of the pandemic, Perrigo shifted the manufacturing priority away from higher profit products to focus on those items that society needed. At the news of a mass shortage of hand sanitizer, we quickly developed and produced a formula in our New York facility, donating hundreds of thousands of units of hand sanitizer, together with nutritional drinks, toothbrushes, thermometers, medical kits, in multiple countries around the world. In addition to the more than $1 million in product donated in April 2020, the Perrigo Foundation donated over $600,000 in cash to support blood drives and local food charities.

QUALITY EDUCATION SDG targets 4.1 – 4.7

7  2021 Proxy Statement

Due to the heavy reliance on Science, Technology, Engineering, and Math within our industry

and company, SDG Goal 4 is a passion for our employees and the other key focus for giving by the Perrigo Foundation. Last year, we donated over $765,000 in support of promoting quality education, supporting targets 4.1- 4.7.

Perrigo maintains programs such as Caring 4 Communities, which donated more than $16,000 in 2019 to nonprofits based on time volunteered at that nonprofit by our associates. Perrigo partners with a number of local schools and nonprofits to support other unique and impactful programs, such as the “Bigs in Business” mentor program, Society of Women’s Engineers, and MiCareerQuest.

Diversity and Inclusion (D&I): Perrigo’s inclusive culture values the unique diversity of our workforce, the consumers we serve, and our surrounding communities. We are committed to helping end inequity and promote acceptance and belonging across the globe. Our commitment to self-care, relentless obsession with our people and consumers, strong moral compass, and evolving social issues serve as our D&I guide.

Our three-year strategy focuses on driving maturity in three key areas:

We have set several D&I goals for 2021, including:

Through these efforts, we strive

				8

Global Diversity Statistics

Global D&I Campaigns: We highlight key D&I topics throughout the year to minimizeeducate, engage and inspire our impactassociates. Our recent topics include:

D&I and COVID: Perrigo educated our workforce on avoiding any social stigma associated with COVID-19 and leaders were informed about how COVID-19 is disproportionately impacting people of color. Leaders and Human Resources partnered with each individual essential worker, as needed, to discuss healthcare, childcare, mental well-being and more. All associates that could work at home, were set up with the environment, drive responsible business practices,resources and ensuresupport needed for success. Leaders met regularly to discuss the welfareunique needs of our employeesdiverse workforce, as we navigate a global health pandemic.

Together, we make lives better!

Visit the Diversity and Inclusion page on www.perrigo.com to learn more.

9  2021 Proxy Statement

Human Rights and Supply Chain Ethics:

Perrigo’s Human Rights policy and commitments take a zero-tolerance stance on modern slavery, human trafficking, and all other forms of human rights abuse. Our Ethical and Social Compliance Program monitors our suppliers around the communitiesglobe and is designed to ensure they are operating in whichaccordance with our ethical expectations. In 2019, we operate. To viewconducted more than 85 third-party ethical and social compliance audits in our annual progress on these commitments, orsupply chain, an increase from 15 the year before. We also added 18 additional sites and suppliers into the Sedex platform, the world’s largest collaborative platform for companies to share responsible sourcing data and progress.

For more information regardingon our CSR program please visitapproach to Human Rights, see our website and/or download our annual CSR reportmodern slavery statement at https://www.perrigo.com/believe/responsibility.aspx.modernslaverystatement.

Human Capital Management

We are passionate about making lives better. At Perrigo, we believe that the continuous personal and professional development of our people is an important component of our ability to attract, retain, and motivate top talent, which are all important aspects of our self-care strategy. Our global workforce consists of more than 11,500 full time and part time employees spread across 34 countries, of which approximately 17% were covered by collective bargaining agreements as of December 31, 2020. We continuously endeavor to provide a diverse, inclusive, and safe work environment so our colleagues can bring their best to work, every day. We are all responsible for upholding Perrigo’s Core Values – Integrity, Respect, and Responsibility – in addition to the Perrigo Code of Conduct which, together, form the foundation of all our policies, procedures, and practices. Together, we drive Perrigo forward to deliver on our vision to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold.

Compensation, Benefits, Health, Safety, and Well-being

Perrigo’s commitment to self-care starts with our own team. Our top priority during the global COVID-19 pandemic has been, and continues to be, the safety of our colleagues. When faced with the challenges of this pandemic, we focused on understanding and supporting each diverse individual and the unique circumstances impacting their ability to serve as an essential worker. We have implemented safety measures to protect our on-site essential colleagues, while asking those who can safely work from home to do so. On-site, we’ve implemented a multi-step pre-screening process before entry into any facility, deep-cleaning protocols, and other safety precautions, all consistent with the rules and guidelines in each jurisdiction. As a thank you for their bravery and commitment, management issued a special cash bonus for our colleagues who worked on-site to keep our products flowing to consumers.

We strive to provide pay, benefits and services that support the total well-being of our people, which is an exceptionally important topic within Perrigo. Our total rewards package delivers competitive pay, broad-based stock grants, cash-based annual incentives, healthcare, retirement benefits, paid time off, and on-site services, amongst other benefits.    

Perrigo’s total rewards complement a strong health and safety culture that continues with our global well-being program designed to inspire colleagues to maintain and improve their health. Launched in 2016, Perrigo’s “HEALTHYyou” well-being program continues to support colleagues and their families as they

				10

navigate their own self-care and well-being journeys. Our colleagues highly value this program and it continues to be recognized externally by receiving the Best and Brightest in Wellness^™ Award since 2017.

Growth, Development, and Engagement

We are committed to engaging our colleagues and to fostering a belonging culture, where our people feel enabled to contribute their best to Perrigo’s self-care transformation. This includes initiatives supporting overall job satisfaction, diversity and inclusion, personal and professional skill development, work/life balance, and an environment that encourages good health and safety, while upholding our core values of Integrity, Respect, and Responsibility.

Perrigo regularly conducts global engagement surveys to gather feedback from colleagues to identify strengths and opportunities within our culture. Additionally, we use a variety of channels to facilitate open and direct communication, including regular open forums and town hall meetings with our executive leadership team.    

Our development philosophy focuses on a 70-20-10 approach, which provides a practical, blended framework for learning to support individual long-term success (where individuals obtain 70% of their knowledge from job-related experiences, 20% from interactions with others, and 10% from formal educational events). We believe this model enables our people to deliver on our self-care vision by empowering them to be their best and make a difference to Perrigo Colleagues, Customers, Consumers, Communities, and Shareholders.

11  2021 Proxy Statement

Board of Directors and Committees

Perrigo’s Board of Directors met 159 times during 2018.The2020. The Board of Directors has standing Audit, Remuneration and Nominating & Governance Committees, and there were a total of 3022 committee meetings during 2018.2020. Each director attended at least 75% of the regularly scheduled and special meetings of the Board and Board committees on which he or she served during 2018.2020.

We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2018.2020.

The Board has adopted a charter for each of the Audit, Remuneration and Nominating & Governance Committees that specifies the composition and responsibilities of each committee. Copies of the charters are available on our website (http://www.perrigo.com) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Todd W. Kingma, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or GeneralMeeting@perrigo.com.

Audit Committee

During 2018,2020, the Audit Committee met17met 6 times. TheUntil July 29, 2020, the Audit Committee currently consistsconsisted of the following independent directors: Donal O’Connor (Chair), Laurie Brlas and Geoffrey M. Parker.Parker and Theodore R. Samuels. Since that time the Audit Committee has consisted of the following independent directors: Donal O’Connor (Chair), Katherine C. Doyle, Geoffrey M. Parker and Theodore R. Samuels.

The Audit Committee monitors our accounting and financial reporting principles and policies and our internal controls and procedures. It is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm in the preparation and issuance of audit reports and related work, including the resolution of any disagreements between management and the independent registered public accounting firm regarding financial reporting. It is also responsible for overseeing the work of our internal audit function. Additional information on the committee and its activities is set forth in the Audit Committee Report on page 45.

The Remuneration Committee reviews and recommends to the Board compensation arrangements for the CEO andnon-employee directors. It also reviews and approves the annual compensation for executive officers, including salaries, bonusesannual incentives, and long-term incentive compensation. The Remuneration Committee administers Perrigo’s annual incentive and equity compensation, and administers Perrigo’slong-term incentive and other long-term employee compensation plans. The Remuneration Committee also reviews and makes recommendations to the Board regarding corporate culture, diversity and diversity initiatives and issues.inclusion initiatives.

The Remuneration Committee engaged FWFrederic W. Cook & Company, Inc. (“FW Cook”) as its independent consultant to provide independent, outside perspective and consulting services on Perrigo’s executive compensation program.and non-employee director programs. Additionally, FW Cook assists the Committee in considering and analyzing market practices, and trends, as well asand management’s compensation recommendations. Perrigo did not

individual Committees and identify areas that may merit further focus or consideration. The results of the assessments are reviewed and discussed by members of the Nominating & Governance Committee, which then reports to and leads a discussion with the full Board.

Shareholder Communications with Directors

Shareholders and other interested parties may communicate with any of our directors or with the

independent directors as a group by writing to them in care of our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland. Relevant communications will be distributed to the appropriate directors depending on the facts and circumstances outlined in the communication. In accordance with the policy adopted by our independent directors, any communications that allege or report significant or material fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters will be immediately sent to the Chair of the Audit Committee and, after consultation with the Chair, may be sent to the other members of the Audit Committee. In addition, the Chairman of the Board will be advised promptly of any

Proxy Access

In JulyProxy access has been a part of Perrigo since 2017 upon the recommendation of our Board, our shareholders overwhelmingly approved amending our Articles of Association to implement proxy access. Proxy accessand allows eligible shareholders to include their own director nominees in Perrigo’s proxy materials along with the candidates nominated by the Board. This right is summarized in this proxy statement under “Voting Information – How do I use proxy access to nominate a director candidate for the next AGM?”

Board Refreshment

The Board is committed to thoughtful board refreshment and ongoing board succession planning. During 2016 and 2017, seven new independent directors were added to our Board. Mr. Kessler was appointed as a director upon his appointment as our President and CEO in October 2018, following Uwe Roehrhoff’s resignation from these positions in October 2018.

At this AGM, Erica Mann was appointed to the Board is recommending that our shareholders elect Erica Mann as a new director. Ms. Mann was identified as a nominee by the Nominatingin 2019. Katherine C. Doyle and Governance Committee. In addition, after fifteen years of distinguished service, Laurie Brlas and Gary Cohen are coming off the Board. The Board thanks both Laurie and Gary for their many years of valuable service on the Board andOrlando D. Ashford were appointed to the Companyboard in July 2020 and December 2020, respectively.

As of the date of the AGM, the average tenure of ournon-employee directors will be approximately 1.83.36 years.

Certain Relationships and Related-Party Transactions

Our Code of Conduct precludes our directors, officers and employees from engaging in any type of activity, such as related-party transactions, that might create an actual or perceived conflict of interest. In addition, our Board of Directors adopted a Related-Party Transaction Policy that requires that all covered related-party transactions be approved or ratified by the Nominating & Governance Committee. Under that policy, each executive officer, director or director nominee must promptly notify the Chair of the Nominating & Governance Committee and our General Counsel in writing of any actual or prospective related-party transaction covered by the policy. The Nominating & Governance Committee, with input from our Legal Department, reviews the relevant facts and approves or disapproves the transaction. In reaching its decision, the Nominating & Governance Committee considers the factors outlined in the policy, a copy of which is available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Related-Party Transaction Policy.

In addition, on an annual basis, each director and executive officer completes a directors’ and officers’ questionnaire that requires disclosure of any transactions with Perrigo in which he or she, or any member of his or her immediate family, has a direct or indirect material interest in Perrigo. The Nominating & Governance Committee reviews the information provided in response to these questionnaires.

Agreement with Starboard Value LPBased on its review of applicable materials, the Nominating & Governance Committee has determined that there are no transactions that require disclosure in this proxy statement.

On February 6, 2017, we entered into an agreement with Starboard (the “Starboard Agreement”), which was intended to define the ongoing relationship between Perrigo and Starboard in its capacity as a significant shareholder. The Starboard Agreement was reviewed and approved by our Board of Directors in accordance with the terms of our Related-Party Transaction Policy.

As of February 6, 2017, Starboard beneficially owned approximately 6.7% of Perrigo’s outstanding ordinary shares. Pursuant to the Starboard Agreement, we (i) accepted the resignation of Michael J. Jandernoa, Gerald K. Kunkle, Jr., Herman Morris, Jr. and Shlomo Yanai from the Perrigo Board of Directors, and (ii) appointed Jeffrey C. Smith of Starboard and two other independent directors, Bradley A. Alford and Jeffrey B. Kindler, to the Board to fill three of the resultant vacancies. Pursuant to the Starboard Agreement, Starboard had the right to recommend to the Board two additional nominees to serve as independent directors. Upon Starboard’s recommendation, on May 2, 2017, the Board appointed Adriana Karaboutis and Rolf A. Classon as directors and accepted the resignation of Ellen R. Hoffing effective upon Ms. Karaboutis’ and Mr. Classon’s appointments.

				16

With respect to the 2017 AGM, Starboard agreed to, among other things, vote in favor of Perrigo’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendation on all other proposals. Starboard also agreed not to submit director nominations or proposals at the 2017 AGM. In addition, we agreed to nominate Messrs. Alford, Kindler, Smith, and Classon and Ms. Karaboutis forre-election at the AGM.

Under the terms of the Starboard Agreement, until the earlier of (i) 15 business days prior to the deadline for the submission of shareholder nominations for the 2018 AGM and (ii) the date that is 100 days prior to the first anniversary of the AGM, Starboard agreed not to, among other things: (a) solicit proxies; (b) join any “group” or voting arrangement; (c) propose certain extraordinary transactions or encourage third parties to do so; (d) call or seek to call an extraordinary general meeting of Perrigo’s shareholders; (e) seek board representation other than as provided in the Starboard Agreement; or (f) influence third parties with respect to the voting or disposition of Perrigo ordinary shares. Starboard also agreed to customary confidentiality restrictions.

The Starboard Agreement expired in February 2018.

Director Compensation

The Remuneration Committee reviews and makes a recommendation to the Board regardingnon-employee director compensation. In determining the level and mix of compensation fornon-employee directors, the Remuneration Committee considers peer and other market data, practices and trends as well as information and analyses provided by FW Cook, its independent consultant.

In 2018,2020, all of ournon-employee directors were paid an annual cash retainer, and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, andnon-chair committee members all as described below.

For 2018,2020, our Chairman of the Board and othernon-employee directors received annual equity awards in the form of restricted stock units having a value of approximately $375,000 and $300,000, respectively. These awards vest on the earlier of one year from the grant date or the date of the next AGM, and are intended to directly link an elementthe majority of director compensation to shareholders’ interests.

The following table summarizes the 20182020 compensation of ournon-employee directors who served during the year.

Director Compensation

1) Represents the grant date fair value of 3,9715,804 service-based restricted stock units granted to eachnon-employee director on May 15, 20187, 2020, calculated in accordance with U.S. GAAP. As Chair of the Board, RolfMr. Classon received 4,9647,255 service-based restricted stock units. Ms. Doyle received 5,637 service-based restricted stock units on August 12, 2020. The shares vest on the earlier of one year after the grant date or the date of the next AGM.date. The grant date fair value is based on $75.55 per share, the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date. During 2018, no stock options were granted tonon-employee directors.date which was $51.69 per share for all directors, except for Ms. Doyle, which was $53.22. No other unvested stock awards were outstanding as of December 31, 2018.2020.

2) Mr. Ashford joined the Board on December 15, 2020.

3) Ms. Doyle joined the Board on July 29, 2020.

				18

Ownership of Perrigo Ordinary Shares

Directors, Nominees and Executive Officers

The following table shows how many Perrigo ordinary shares the directors, nominees, and named executive officers, individually and collectively, beneficially owned as of February 26, 2019.March 15, 2021. The percent of class owned is based on 135,873,069 Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed in the Summary Compensation table on page 31.38.

* Less than 1%.

1) Includes stock options that are exercisable within 60 days of the record date as well as restricted stock units that willmay vest within 60 days of the record date.

2) Shares owned include 1,198 shares in a retirement fund.

3) Shares owned include 150 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 5,500 shares in the Geoffrey Parker Roth IRA.

4) Shares owned include 7,61818,118 shares in the Ted and Lori Samuels Family Trust, of which Mr. Samuels and his spouse are the trustees.

5) Includes 10,041,425 shares held by certain funds and managed accounts for which Starboard Value LP serves as manager or investment manager. Mr. Smith serves as a Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard Value LP. Mr. Smith has shared voting and shared dispositive power over Starboard’s shares.

6) Shares owned include 2,000 shares in Mr. Kingma’s Charitable RemainderUni-Trust.

7) All 7,20010,028 shares are owned indirectly via the Panel ApS, an entity wholly-owned by Mr. Andersen.

Delinquent Section 16(a) Beneficial Ownership

Reporting ComplianceReports

Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors

and 10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC. Based on a review of copies of these reports provided to usfiled with the SEC and written representations from executive officers and directors, we believe that all filing requirements were met during 2018, with the exception of one transaction for Mr. Needham occurring on April 2, 2018,2020, such that was filed on April 27, 2018, as the result of an administrative error.there were no delinquent reports in 2020.    

Executive Compensation

Compensation Discussion and Analysis

Introduction

Fiscal 2018 was aIn fiscal year of transition at Perrigo. We kicked off a number of initiatives to position the business for long-term growth, while maintaining our focus on operational execution.

A key initiative during 2018 was a comprehensive portfolio evaluation led by former CEO Uwe Roehrhoff. That process generated other initiatives to improve the Company’s performance, including

Above all else, we

23  2021 Proxy Statement

Our Named Executive Officers for 2020

Perrigo’s named executive officers (“NEO”) for 2020 were:

This Compensation Discussion and Analysis provides information about our executive compensation program, factors that were considered in making compensation decisions for our NEOs, and details on our programs designed to drive Perrigo’s performance into the future.

2020 Say-on-Pay Voting Results

At the 2020 AGM, our shareholders strongly supported our executive compensation, with 88% of the votes cast voting in favor of the say-on-pay proposal. The Committee considered our shareholders support of our compensation programs in its evaluation of our compensation policies and program design for fiscal 2020. All changes made to our program design were intended to better support our business strategy. We continue to actively listen to our shareholders and take action to respond toincorporate their valuable input.input to our incentive programs and policies. Further, we continue to engage with shareholders on a regular basis in order to maintain an open line of communication on executive compensation issues.

Our Named Executive Officers for 2018

In January 2018, John T. Hendrickson stepped down as Chief Executive Officer following the Board’s appointment of Uwe F. Roehrhoff as President and Chief Executive Officer. In February 2018, the Board appointed Ronald L. Winowiecki as Chief Financial Officer, formerly the Senior Vice President of Business Finance and Acting CFO. In October 2018, Uwe F. Roehrhoff stepped down as President and Chief Executive Officer upon the Board’s appointment of Murray S. Kessler as President and Chief Executive Officer.

2020 Compensation Decisions

The Committee’s key compensation decisions, based on the Company’s results in 2018,2020, were aligned with actual performance in the year:

The core elements of our executive compensation program are summarized in the table below.

The charts below show the target compensation of our current Chief Executive OfficerCEO in 20192020 and our other named executive officersNEOs for fiscal 2018. Mr. Kessler did not receive an annual LTI award in 2018, but received a grant of options when he joined Perrigo in October 2018.2020. These charts illustrate

additional analyses for various termination events are provided (including terminations with and without cause and for death, disability, retirement or following a change of control) so that the Committee can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. These tally sheets, which areThe information is prepared by management and reviewed by FW Cook, generally containcontaining data that are substantially similar to the datathat contained in the tables on presented below.

The Role of Management. The Chief Executive OfficerCEO makes recommendations to the Committee regarding the compensation of all other executive officers for the Committee’s approval. The Chief Executive OfficerCEO does not participate in the deliberations of the Committee regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the Committee and the Board.

In addition to market comparison data, the Committee also considers an individual’s competencies, experience, and overall performance against measurable objectives; Company, segment, and divisiondivisional financial and strategic performance; and the aggregate costexpense and benefit of executive rewards to Perrigo. Ultimately, considerationConsideration of market comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices are competitive in terms of attracting, motivating, rewarding and retaining executives.